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ARTICLES OF DISSOLUTION

To be prepared and filed in accordance with Section 11.1. of the Business Corporation Act

A corporation may be dissolved by vote of at least 2/3 of the holders of the outstanding shares followed by a filing of Articles of Dissolution. Dissolution takes effect only when the Articles of Dissolution have been filed with the Minister of Foreign Affairs as Registrar. The Articles of Dissolution are held in the public Registry together with the original Articles of Incorporation and any other filings.

The Business Corporation Act contains provisions relating to the winding up of the affairs of a corporation after dissolution. For ease of reference, notes on the relevant provisions are provided in the attached sheet.

Please specify if the filed Articles of Dissolution to be returned to the Corporation should have an Apostille attached to it. There is no charge for this, but it must be requested at the time that the Articles of Dissolution are filed.

A model form of the Articles of Dissolution is attached. We suggest that you submit a draft of the Articles of Dissolution to the LISCR office in Vienna, Virginia, USA or Zürich, Switzerland for proofing.

Filing Requirements:

I. ALL OUTSTANDING FEES – in respect of the Corporation must be paid

II. THE FILING FEE – is US$150. Due at the time of filing

III. DOCUMENTS FOR FILING:

• One (1) original of the Articles of Dissolution executed by the appropriate Officers[1].

o The signatures on the original must be acknowledged.[2] Please choose one of the methods described below:

0. The document can be acknowledged before a notary, and then, authenticated by a Liberian consul or a consular official of any country that has diplomatic relations with Liberia. An Apostille is also an acceptable form of authentication, or;

0. The document can be acknowledged before and be legalized by a Liberian Consul, a Deputy Commissioner of Maritime Affairs or by a consular official of any country that has diplomatic relations with Liberia or, a Special Agent of the Republic of Liberia available at any of LISCR offices, in which case no further authentication is necessary.

• One (1) certified copy of the shareholders’ resolution (a model form is attached for your convenience). One of the Officers who signed the Articles of Dissolution must certify the copy of the resolution in the form below:

This is a true and correct copy of the Minutes/Resolutions of the shareholders of the Corporation resolving to dissolve the Corporation.

Signature:

Name:

Title of Officer:

IV. SUBMIT DOCUMENTS AND PAYMENT – to LISCR at either of the addresses above. They may also be deposited at any of the LISCR’s other offices for forwarding to the Corporate Department.

Notes on winding up affairs of a Liberian corporation after dissolution.

All corporations continue for the term of three years from dissolution as bodies corporate for the purpose of:

• prosecuting and defending suits by or against them;

• enabling them gradually to settle and close their business;

• disposing of and conveying their property,

• discharging their liabilities; and

• distributing to the shareholders any remaining assets,

but not for the purpose of continuing the business for which the corporation was organized.

Upon dissolution of a corporation, the last directors become trustees of the corporation, with full power to:

• settle the affairs;

• collect the outstanding debts;

• sell and convey the property, real and personal, as may be required by the laws of the country where the assets are situated;

• prosecute and defend all such suits as may be necessary or proper for the purposes settling the affairs of the corporation;

• distribute the money and other property among the shareholders after paying or adequately providing for payment of its liabilities and obligations; and

• do all other acts which might be done by the corporation, before dissolution, that may be necessary for the final settlement of the unfinished business of the corporation.

Any time within one year after dissolution, a corporation shall give notice requiring all creditors and claimants, including any with unliquidated or contingent claims and any with whom the corporation has unfulfilled contracts, to present their claims in writing and in detail at a specified place and by a specified day, which shall not be less than six months after the first publication of the notice.

The notice shall be published at least once a week for four successive weeks in a newspaper of general circulation in the county in which the office of the corporation was located at the date of dissolution, or if none exists, in a newspaper of general circulation in Liberia or elsewhere in a location in which the corporation regularly conducted its business.

On or before the date of the first publication of the notice, the corporation shall mail a copy of the notice, postage prepaid and addressed to the last known address, to each person believed to be a creditor of or claimant against the corporation whose name and address are known to or can with due diligence be ascertained by the corporation.

ARTICLES OF DISSOLUTION

OF

[FULL NAME OF CORPORATION]

We, the undersigned, being the duly appointed, qualified and acting [Title of Officer 1] and [Title of Officer 2] of [Full Name of Corporation] (the “Corporation”), a corporation organized under the Laws of the Republic of Liberia on the [Day] day of [Month], [Year], with registration number C-[Number], hereby CERTIFY THAT:

1. The name of the Corporation is [Full Name of Corporation].

1a. The name of the Corporation at the time of formation was [Full Name of Corporation].

1b. The jurisdiction in which the Corporation was formed is [Name of Jurisdiction].

1c. At the date of formation the Corporation was formed as [Type of Entity].

2. The Articles of Incorporation were filed with the Minister of Foreign Affairs as of the [Day] day of [Month], [Year].

3. Amendment to the Articles of Incorporation was filed as of the [Day] day of [Month], [Year].

OR

3. No Amendment has been made to the Articles of Incorporation.

4. The dissolution of the Corporation was authorized by vote of the holders of at least two-thirds of all outstanding shares of the Corporation entitled to vote thereon.

5. The Corporation is not the owner of a vessel currently registered under the Liberian flag.

6. The Directors are the trustees of the Corporation for the purpose of winding up the affairs of the Corporation.

7. The names and addresses of the Directors and Officers of the Corporation at the date of dissolution are:

|Name: |Title: |Address: |

| |e.g. director/officer | |

|[Name] |[Title] |[Address] |

|[Name] |[Title] |[Address] |

|[Name] |[Title] |[Address] |

|[Name] |[Title] |[Address] |

8. The following persons are responsible for the winding up of the affairs of the Corporation:

|Name: |Position: |Address: |

| |e.g. director/attorney | |

|[Name] |[Title] |[Address] |

|[Name] |[Title] |[Address] |

IN WITNESS WHEREOF, the undersigned have executed the Articles of Dissolution on this [Day] day of [Month], [Year].

|Signature: | |Signature: | |

|Name: |[Full Name of Officer 1] |Name: |[Full Name of Officer 2] |

|Title: |[Title] |Title: |[Title] |

ACKNOWLEDGMENT:

On this [Day] day of [Month], [Year], before me personally came [Full Name of Officer 1] and [Full Name of Officer 2] known to me to be the individuals described in and who executed the foregoing instrument and they jointly and severally duly acknowledged to me that the execution thereof was their act and deed/the act and deed of the Corporation.

NOTARIAL SIGNATURE AND SEAL

Note: This outline is a service for the purpose of adaptation to the particular needs of individual situations and should under no circumstances be used by anyone without consulting legal counsel.

CERTIFIED COPY OF SHAREHOLDERS CONSENT

OF

[FULL NAME OF CORPORATION]

I, the [Officer's Title] of [Full Name of Corporation] (the “Corporation”) hereby certify that the following is a true and complete copy of the resolution duly adopted by not less than two thirds of the holders of all outstanding shares of the Corporation entitled to vote on the proposal to dissolve the Corporation, as provided by Section 11.1 of the Business Corporation Act of the Republic of Liberia:

“Deeming it advisable and for the benefit of the Corporation that the Corporation should be dissolved, the Corporation be dissolved forthwith in accordance with Chapter 11 of the Business Corporation Act of 1977, as amended from time to time, and for that purpose Articles of Dissolution be signed and filed with the Registrar of Corporations of Liberia in accordance with Section 1.4. of Chapter 11 setting forth the name of the Corporation, that the Corporation elects to dissolve, and the manner in which the dissolution was authorized by the shareholders, a statement that the directors shall be the trustees of the Corporation for the purpose of winding up the affairs of the Corporation, and a listing of either the names and addresses of the directors and officers or the address of the Corporation and the name and address of the Corporation’s legal representative for the purpose of winding up its affairs.”

Given this [Day] day of [Month], [Year]

[Full Name of Officer ]

[Officer'sTitle], [Full Name of Corporation]

-----------------------

[1] Where any Officer is not a natural person (i.e. is a company or other legal person), the signature(s) of the person or persons who are the authorized signatories of that legal person are required. The Registry may ask for evidence of signing powers.

[2] If the statement:

“And they jointly and severally duly acknowledged to me that the execution thereof was their act and deed/the act and deed of the [name of entity]”

cannot be included in the notarial acknowledgement, then a separate verification by one of the signing officers must be attached to the filed Articles of Dissolution. The following is a sample form of the verification:

“ The undersigned, the of [Name of Corporation], being duly sworn, deposes and says that he has executed the foregoing instrument on behalf of [Name of Corporation], that he has read the same and knows the contents thereof, and that the matters stated therein are true to his knowledge.”

Signature:

Name:

Title of Officer:”

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